Common use of Borrower Cooperation Clause in Contracts

Borrower Cooperation. Borrower acknowledges that Administrative Agent, the Sole Lead Arranger or the Lenders may participate, sell or assign a portion of the Commitments to one or more Lenders, and in connection therewith, Borrower shall take all actions as Administrative Agent, the Sole Lead Arranger or the Lenders may reasonably request to assist in such efforts. Without limiting the generality of the foregoing, provided that the following does not alter the economics, Borrower shall, at the request of Administrative Agent or the Sole Lead Arranger (i) facilitate the review of the Loans, and the collateral for the Loans by any prospective Lender; (ii) assist Administrative Agent and the Sole Lead Arranger and otherwise cooperate in the preparation of information offering materials (which assistance may include reviewing and commenting on drafts of such information materials and drafting portions thereof); (iii) deliver updated information on Borrower, Guarantor, and the collateral for the Loans; (iv) make representatives of Borrower available to meet with prospective Lenders at bank meetings; (v) facilitate direct contact between the senior management and advisors of Borrower and any prospective Lender; (vi) use its best efforts to ensure that the efforts of Administrative Agent and the Sole Lead Arranger benefit materially from its existing banking relationships; and (vii) provide Administrative Agent with all information reasonably deemed necessary by it to complete the participation, sale or assignment successfully. Xxxxxxxx agrees to use commercially reasonable efforts to cooperate with the Administrative Agent, the Sole Lead Arranger and the Lenders, and to take such further reasonable action, in connection with documents and amendments to the Loan Documents as may reasonably be required to effect any such participation, sale or assignment, so long as such participation, sale or assignment does not alter the economic terms of the Loans.

Borrower Cooperation. Borrower acknowledges that Administrative Agent, the Sole Lead Arranger or the Lenders may participate, sell or assign a portion of the Commitments to one or more Lenders, and in connection therewith, Borrower shall take all actions as Administrative Agent, the Sole Lead Arranger or the Lenders may reasonably request to assist in such efforts. Without limiting the generality of the foregoing, provided that the following does not alter the economics, Borrower shall, at the request of Administrative Agent or the Sole Lead Arranger (i) facilitate the review of the Loans, and the collateral for the Loans by any prospective Lender; (ii) assist Administrative Agent and the Sole Lead Arranger and otherwise cooperate in the preparation of information offering materials (which assistance may include reviewing and commenting on drafts of such information materials and drafting portions thereof); (iii) deliver updated information on Borrower, Guarantor, and the collateral for the Loans; (iv) make representatives of Borrower available to meet with prospective Lenders at bank meetings; (v) facilitate direct contact between the senior management and advisors of Borrower and any prospective Lender; (vi) use its best efforts to ensure that the efforts of Administrative Agent and the Sole Lead Arranger benefit materially from its existing banking relationships; and (vii) provide Administrative Agent with all information reasonably deemed necessary by it to complete the participation, sale or assignment successfully. Xxxxxxxx Borrower agrees to use commercially reasonable efforts to cooperate with the Administrative Agent, the Sole Lead Arranger and the Lenders, and to take such further reasonable action, in connection with documents and amendments to the Loan Documents as may reasonably be required to effect any such participation, sale or assignment, so long as such participation, sale or assignment does not alter the economic terms of the Loans.

Borrower Cooperation. Borrower acknowledges that Administrative Agent, the Sole Lead Arranger or the Lenders may participate, sell or assign a portion of the Commitments to one or more Lenders, and in connection therewith, Borrower shall take all actions as Administrative Agentcooperate with Lenders and use Borrower’s good faith efforts to facilitate the consummation of each Secondary Market Transaction including, the Sole Lead Arranger or the Lenders may reasonably request to assist in such efforts. Without limiting the generality of the foregoingwithout limitation, provided that the following does not alter the economics, Borrower shall, at the request of Administrative Agent or the Sole Lead Arranger by: (i) facilitate amending or causing the review amendment of the Loansany Loan Document, and executing such additional documents, instruments and agreements as may be reasonably required by Lenders in connection with the collateral for relevant Secondary Market Transaction, provided any such amendment does not affect the Loans by economic terms contained in the Loan Documents or otherwise increase in any prospective Lendermaterial respect Borrower’s, Guarantor’s or Operator’s obligations under the Loan Documents; (ii) assist Administrative Agent promptly and the Sole Lead Arranger and otherwise cooperate reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of information offering materials (a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which assistance may include reviewing and commenting on drafts of such information materials and drafting portions thereof)does not conflict with federal or state securities laws; (iii) deliver updated information on providing in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, as applicable (each, a “Disclosure Document”), a certificate certifying that Borrower has carefully examined those sections of such Disclosure Documents, as applicable, pertaining to Borrower, Guarantorits Affiliates, the Term Loan, and the collateral for Healthcare Facilities and that such sections (and any other sections reasonably requested by a Lender) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the Loansstatements made, in the light of the circumstances under which they were made, not misleading; (iv) make representatives of Borrower available causing to meet with prospective Lenders at bank meetingsbe rendered such opinion letters reasonably requested by the Lender for the relevant Secondary Market Transaction; (v) facilitate direct contact between making such representations, warranties and covenants, as may be reasonably requested by a Lender for the senior management and advisors of Borrower and any prospective Lender; (vi) use its best efforts to ensure that the efforts of Administrative Agent and the Sole Lead Arranger benefit materially from its existing banking relationshipsSecondary Market Transaction; and (viiiv) provide Administrative Agent with all providing any other information and materials reasonably deemed necessary required in the Secondary Market Transaction. Borrower shall be responsible only for their own costs and expenses (including attorneys’ fees) and shall not be responsible for any third party costs and expenses incurred by it to complete the participation, sale or assignment successfully. Xxxxxxxx agrees to use commercially reasonable efforts to cooperate with the Administrative Agent, the Sole Lead Arranger and the Lenders, and to take such further reasonable action, Lenders in connection with documents and amendments to the Loan Documents as may reasonably be required to effect any such participation, sale or assignment, so long as such participation, sale or assignment does not alter the economic terms of the LoansSecondary Market Transaction.

Borrower Cooperation. Borrower acknowledges that Administrative AgentBorrowers shall cooperate with Lenders and use Borrowers’ good faith efforts to facilitate the consummation of each Secondary Market Transaction including, the Sole Lead Arranger or the Lenders may participatewithout limitation, sell or assign a portion of the Commitments to one or more Lenders, and in connection therewith, Borrower shall take all actions as Administrative Agent, the Sole Lead Arranger or the Lenders may reasonably request to assist in such efforts. Without limiting the generality of the foregoing, provided that the following does not alter the economics, Borrower shall, at the request of Administrative Agent or the Sole Lead Arranger by: (i) facilitate amending or causing the review amendment of the Loansany Financing Document, and executing such additional documents, instruments and agreements as may be reasonably required by Lenders in connection with the collateral for relevant Secondary Market Transaction, provided, however, that such proposed amendment(s) does not adversely affect the Loans by rights, duties or responsibilities of a Credit Party under this Agreement or any prospective LenderFinancing Document in a material manner; (ii) assist Administrative Agent promptly and the Sole Lead Arranger and otherwise cooperate reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of information offering materials (a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which assistance may include reviewing and commenting on drafts of such information materials and drafting portions thereof)does not conflict with federal or state securities laws; (iii) deliver updated information on Borrowerproviding in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, Guarantoras applicable (each, a “Disclosure Document”), a certificate certifying that Borrowers have carefully examined those sections of such Disclosure Documents, as applicable, pertaining to Borrowers, their Affiliates, the Loan, the ASP and the collateral for Projects and that such sections (and any other sections reasonably requested by a Lender) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the Loansstatements made, in the light of the circumstances under which they were made, not misleading; (iv) make representatives of Borrower available causing to meet with prospective Lenders at bank meetingsbe rendered such opinion letters reasonably requested by the Lender for the relevant Secondary Market Transaction; (v) facilitate direct contact between making such representations, warranties and covenants, as may be reasonably requested by a Lender for the senior management Secondary Market Transaction; and advisors of Borrower and any prospective Lender; (vi) use its best efforts to ensure that providing any other information and materials reasonably required in the efforts of Administrative Agent Secondary Market Transaction. Borrowers shall be responsible only for their own costs and the Sole Lead Arranger benefit materially from its existing banking relationships; expenses (including attorneys’ fees) and (vii) provide Administrative Agent with all information reasonably deemed necessary shall not be responsible for any third party costs and expenses incurred by it to complete the participation, sale or assignment successfully. Xxxxxxxx agrees to use commercially reasonable efforts to cooperate with the Administrative Agent, the Sole Lead Arranger and the Lenders, and to take such further reasonable action, Lenders in connection with documents any Secondary Market Transaction; provided, however, that Borrower shall be responsible for an CHICAGO/#2502765.12 amount of up to $5,000 of Agent’s and amendments Lenders’ costs and expenses (including reasonable attorneys’ fees of Agent) relating to the Loan Documents as may reasonably be required to effect any such participation, sale or assignment, so long as such participation, sale or assignment does not alter the economic terms initial syndication of the LoansLoan by MCF.